Sec Form 4 Filing - WICKERSHAM GROVER T @ S&W Seed Co - 2016-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WICKERSHAM GROVER T 2. Issuer Name and Ticker or Trading Symbol S&W Seed Co [ SANW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 430 CAMBRIDGE AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2016 (Street) PALO AOT, CA94306 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/29/2016 X( 1 ) 10,000 A $ 4.15 34,397 I By trust ( 3 ) Common Stock 02/29/2016 X( 2 ) 50,000 A $ 4.15 472,000 I By limited partnership ( 4 ) Common Stock 189,040 D Common Stock 51,022 I By corporation ( 5 ) Common Stock 23,723 I By corporation ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Subscription Rights (right to buy) $ 4.15 02/29/2016 X( 1 ) 10,000 01/25/2016 02/22/2016 Common Stock 10,000 $ 0 0 I By trust ( 3 ) Subscription Rights (right to buy) $ 4.15 02/29/2016 X( 2 ) 50,000 01/25/2016 02/22/2016 Common Stock 50,000 $ 0 0 I By limited partnership ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WICKERSHAM GROVER T 430 CAMBRIDGE AVENUE, SUITE 100 PALO AOT, CA94306 X Signatures Grover T. Wickersham 03/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the issuer's registered rights offering, the reporting person, as the trustee of The Lindsay Anne Wickersham 1999 Irrevocable Trust, purchased 10,000 shares of common stock through the exercise of nontransferable basic and over-subscription rights to purchase the issuer's common stock. See footnote (3). ( 2 )Glenbrook Capital Limited Partnership, a fund in which the reporting person is the owner of the corporate general partner, purchased 50,000 shares through the exercise of nontransferable basic and over-subscription rights to purchase the issuer's common stock stock. See footnotes (4) and (5). ( 3 )The reporting person is the trustee of his daughter's trust, The Lindsay Anne Wickersham 1999 Irrevocable Trust. The reporting person disclaims beneficial ownership of all of the securities owned by the Trust. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purposes. ( 4 )The reporting person owns 100% of the shares of this limited partnership's general partner. He disclaims beneficial ownership except to the extent of his pecuniary interest in the limited partnership. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes. ( 5 )The reporting person owns 100% of the shares of this corporation. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes. ( 6 )The reporting person owns 75% of the shares of the corporation and is an executive officer and director thereof. He disclaims beneficial ownership except to the extent of his pecuniary interest in the corporation. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purposes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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